Exhibit 10.6.3 



 THIRD AMENDMENT
  



        THIS
THIRD AMENDMENT TO LEASE (the “Third Amendment”) is made and entered into as of May 7,
2004, by and between CA-METRO PLAZA LIMITED PARTNERSHIP, a Delaware limited partnership
(“Landlord”) and LOGICVISION, INC., a Delaware corporation (“Tenant”). 



 RECITALS
  



	A.  	  	Landlord (as
      successor in interest to Spieker Properties, L.P., a California limited
      partnership) and Tenant (as successor in interest to Logic Vision, Inc.,
      a California corporation) are parties to that certain office lease dated
      August 13, 1998, which lease has been previously amended by the following
      instruments: Extension Agreement dated January 17, 2000 and Second Amendment
      dated as of January 23, 2004 (the “Second Amendment”) (collectively,
      the “Lease”). Pursuant to the Lease, Landlord has leased to Tenant
      space currently containing approximately 17,539 rentable square feet (the
      “Premises”) described as Suite No. 300 on the third floor of the
      building commonly known as Metro Plaza located at 25 Metro Drive, San Jose,
      California (the “Building”). 






	B.  	  	Exhibit
B, Item 8 of the Second Amendment provides Tenant with the          option to increase
the Maximum Amount up to a maximum sum of          $210,468.00 (the “Increased Maximum
Amount”), which shall increase the          Base Rent as specified in Exhibit B, Item 8.
Tenant and Landlord          acknowledge and agree that Tenant has delivered a notice
dated March          31, 2004 to Landlord of Tenant’s election to increase the Maximum
         Amount to the Increased Maximum Amount and desire to amend the Lease to
         provide for such increase. 






        NOW,
THEREFORE, in consideration of the above recitals which by this reference are
incorporated herein, the mutual covenants and conditions contained herein and other
valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
Landlord and Tenant agree as follows: 



	1.  	  	Base Rent.
      Retroactively, as of April 1, 2004, the schedule of Base Rent payable with
      respect to the Premises during the remainder of the current Term and the
      Extended Term is the following: 







	(a) Months of Term or Period	Annual Rate Per Square Foot	Monthly Base Rent
	4/1/2004 - 3/31/2005	$15.534	$22,704.24
	4/1/2005 - 3/31/2006	$15.964	$23,332.72
	4/1/2006 - 3/31/2007	$16.404	$23,975.81
	4/1/2007 - 3/31/2008	$16.864	$24,648.14
	4/1/2008 - 3/31/2009	$17.334	$25,335.09
	4/1/2009 - 3/31/2010	$17.824	$26,051.26






	  	
All
such Base Rent shall be payable by Tenant in accordance with the terms of the Lease. 






	2.  	  	Other Pertinent
      Provisions. Landlord and Tenant agree that, effective as of the date
      of this Third Amendment (unless different effective date(s) is/are specifically
      referenced in this Section), the Lease shall be amended in the following
      additional respects: 






	 	  	Landlord
      Notice Address. The Landlord notice address set forth in the Basic Lease
      Information section of the Lease and Article IX (A) of the Second Amendment
      are hereby deleted and replaced with the following: 







 

	 	
	 

















	  	
To
Landlord: 






	  	
CA-Metro Plaza Limited Partnership 

C/o Equity Office 

1740 Technology Drive, Suite 150 

San Jose, California 95110 

Attention:  Property Manager-Metro Plaza 






	  	
With
a copy to: 






	  	
Equity Office 

One Market, Spear Tower, Suite 600 

      San Francisco, CA 94105 

Attention:  General Counsel- San Jose 






	7.  	  	Miscellaneous. 






	  	         7.01.  	  	This
Third Amendment and the attached  exhibits,  which are hereby  incorporated  into and
made a                   part of this Third  Amendment,  set forth the entire  agreement
 between the parties with respect                   to the matters set forth herein.
 There have been no additional  oral or written  representations                   or
 agreements.  Under  no  circumstances  shall  Tenant  be  entitled  to  any  Rent
 abatement,                   improvement  allowance,  leasehold  improvements,  or other
work to the Premises,  or any similar                   economic  incentives  that may
have been  provided  Tenant in  connection  with entering into the
                  Lease, unless  specifically set forth in this Third Amendment.  Tenant
agrees that neither Tenant                   nor its agents or any other  parties  acting
on behalf of Tenant  shall  disclose any matters set                   forth in this
Third  Amendment or  disseminate  or  distribute  any  information  concerning  the
                  terms,  details or conditions hereof to any person,  firm or entity
without obtaining the express                   written consent of Landlord. 






	  	         7.02.  	  	Except
as herein modified or amended, the provisions,                   conditions and terms of
the Lease shall remain unchanged and                   in full force and effect. 






	  	         7.03.  	  	In
the case of any inconsistency between the provisions of the                   Lease and
this Third Amendment, the provisions of this Third                   Amendment shall
govern and control. 






	  	         7.04.  	  	Submission
of this Third Amendment by Landlord is not an offer                   to enter into this
Third Amendment but rather is a                   solicitation for such an offer by
Tenant. Landlord shall not                   be bound by this Third Amendment until
Landlord has executed                   and delivered the same to Tenant. 






	  	         7.05.  	  	The
capitalized terms used in this Third Amendment shall have                   the same
definitions as set forth in the Lease to the extent                   that such
capitalized terms are defined therein and not                   redefined in this Third
Amendment. 






	  	         7.06.  	  	Tenant
hereby represents to Landlord that Tenant has dealt                   with no broker in
connection with this Third Amendment. Tenant                   agrees to indemnify and
hold the Landlord Related Parties                   harmless from all claims of any
brokers claiming to have                   represented Tenant in connection with this
Third Amendment.                   Landlord hereby represents to Tenant that Landlord has
dealt                   with no broker in connection with this Third Amendment.
                  Landlord agrees to indemnify and hold the Tenant Related
                  Parties harmless from all claims of any brokers claiming to
                  have represented Landlord in connection with this Third
                  Amendment. 






	  	         7.07.  	  	Each
signatory of this Third Amendment represents hereby that                   he or she has
the authority to execute and deliver the same on                   behalf of the party
hereto for which such signatory is acting. 







 [SIGNATURES
  ARE ON FOLLOWING PAGE] 


 

	 	
	 























        IN
WITNESS WHEREOF, Landlord and Tenant have duly executed this Third Amendment as of the
day and year first above written. 




	WITNESS/ATTEST: 	  	 	LANDLORD:  







	 	  	 	CA-METRO PLAZA LIMITED
      PARTNERSHIP, a Delaware limited partnership    







	 	  	 	By: EOM GP, L.L.C., a
      Delaware limited liability company, its general partner   







	 	  	 	By:  	 Equity Office Management, L.L.C.,
      a Delaware limited liability company, its non-member manager  
	 	 	 	 	 
	 	 	 	 	By: /S/ JOHN
      W. PETERSEN
	 	 	 	 	 
	 	 	 	 	Name: John W. Petersen
	 	 	 	 	 
	 	 	 	 	Title: Regional Senior Vice President
      






	 	  	 	TENANT:  
      
	 	 	 	 
	 	 	 	LOGICVISION,
      Inc.,
	 	 	 	 
	 	 	 	a Delaware
      corporation 




	 	  	 	By: /S/ BRUCE
      M. JAFFE 
	 	 	 	 
	 	 	 	Name: Bruce
      M. Jaffe 
	 	 	 	 
	 	 	 	Title: Vice
      President